0001306830-20-000184 8-K 16 20201014 5.02 9.01 20201014 20201014 Celanese Corp 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 201239375 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 972-443-4000 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 Celanese CORP 20041102 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 ce-20201014.htm 8-K 0001306830false00013068302020-10-142020-10-140001306830us-gaap:CommonStockMember2020-10-142020-10-140001306830ce:SeniorUnsecuredNotesDue2023Member2020-10-142020-10-140001306830ce:SeniorUnsecuredNotesDue2025Member2020-10-142020-10-140001306830ce:SeniorUnsecuredNotesDue2027Member2020-10-142020-10-14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2020 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 443-4000 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Trading Symbol(s) Registered Common Stock, par value $0.0001 per The New York Stock Exchange share CE 1.125% Senior Notes due 2023 CE /23 The New York Stock Exchange 1.250% Senior Notes due 2025 CE /25 The New York Stock Exchange 2.125% Senior Notes due 2027 CE /27 The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (d) On October 14, 2020, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) increased the size of the Board from nine to ten members and elected Deborah J. Kissire as a director of the Company. Ms. Kissire has been elected to serve on the Board until the Company's 2021 Annual Meeting of Stockholders to be held on or about April 15, 2021, at which time she is expected to be a nominee for election by the Company's stockholders. Initially, Ms. Kissire will serve as a member of the Audit Committee and the Environmental, Health, Safety, Quality and Public Policy (EHSQPP) Committee. Ms. Kissire will be compensated in accordance with the Company’s compensation practices for non-management directors. The components of this program were disclosed by the Company in its proxy statement filed with the U.S. Securities and Exchange Commission on March 6, 2020. Accordingly, she will receive a cash retainer and an initial grant of time-vested restricted stock units, to be pro-rated accordingly from the effective date of her election. Ms. Kissire will also be reimbursed for expenses incurred on behalf of the Company, in accordance with Company policy. There are no arrangements or understandings between Ms. Kissire and any other person pursuant to which she was elected as director. On October 14, 2020, the Company issued a press release announcing the election of Ms. Kissire, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is being filed herewith: Exhibit Number Description 99.1 Press Release dated October 14 , 2020 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101). 2 -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELANESE CORPORATION By: /s/ Michael R. Sullivan Name: Michael R. Sullivan Title: Vice President, Deputy General Counsel and Assistant Secretary Date: October 14, 2020 3 EX-99.1 2 a202010148-kex991.htm EX-99.1 Exhibit 99.1 [[Image Removed: celogoa02a01a10a01a02a.jpg]] Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Deborah J. Kissire Elected to Celanese Board of Directors DALLAS (October 14, 2020) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Deborah J. Kissire has been elected to the Company's Board of Directors. A retired partner from Ernst & Young LLP, Ms. Kissire is beginning her Celanese Board service immediately. "Celanese is pleased to have Deborah join our Board of Directors, and with the tremendous financial and governance experience she brings, we are looking forward to the valuable insights she will contribute that will help guide Celanese's long-term growth and expansion, said Lori Ryerkerk, Chairman and Chief Executive Officer. "The Board will also benefit from her perspective on cybersecurity, tax and M&A given her track record in these highly strategic areas. Celanese welcomes Deborah as its tenth board member and is pleased to initially add her as a member of the Audit Committee and the Environmental, Health, Safety, Quality and Public Policy Committee, further strengthening the Board's overall competencies and capabilities." Ms. Kissire retired in 2015 as Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group of Ernst & Young LLP, an independent registered public accounting firm. During her more than 35-year career in the financial sector, Ms. Kissire served in various leadership positions at Ernst & Young, including Vice Chair and Regional Managing Partner for the East Central and Mid-Atlantic Regions and U.S. Vice Chair of Sales and Business Development. In addition to expertise in public company accounting and financial reporting, Ms. Kissire's career with Ernst & Young included extensive executive-level experience serving on or leading executive level committees involved with strategic planning, governance, global branding, and gender inclusiveness, as well as serving on multiple civic boards. Ms. Kissire currently serves on the boards of directors of Cable One, Inc., a leading American cable and internet service provider; Omnicom Group Inc., a global marketing and corporate communications holding company; and Axalta Coating Systems Ltd., a manufacturer of liquid and powder coatings. She is a member of the Advisory Board for Texas State University's McCoy College of Business and has served on the boards of Goodwill Industries of Greater Washington and Junior Achievement USA. She is a CPA and holds a BBA from Texas State University (formerly Southwest Texas State University). About Celanese Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 7,700 employees worldwide and had 2019 net sales of $6.3 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com or our blog at www.celaneseblog.com. Celanese Contacts: Investor Relations Media Relations - Global Media Relations Europe (Germany) Brandon Ayache W. Travis Jacobsen Petra Czugler +1 972 443 8509 +1 972 443 3750 +49 69 45009 1206 brandon.ayache@celanese.com william.jacobsen@celanese.com petra.czugler@celanese.com